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Contributors: Almaida Askandar, S.H., MBA, Nita Damayanti, S.H., and Rania Adhara Safira, S.H.

Published on 25 October 2026 by IABF Law Firm, Jakarta, Indonesia.

OJK Issues Framework for Stock Exchange Demutualisation and Share Ownership

On 17 September 2026, the Financial Services Authority (Otoritas Jasa Keuangan or “OJK”) issued OJK Regulation No. 13 of 2026 on Stock Exchange Shareholders (“POJK 13/2026”). The regulation sets out the framework for the demutualisation of stock exchanges in Indonesia. It covers shareholder eligibility, ownership caps, governance safeguards, dividend distributions and the possibility of a public offering by a stock exchange. The regulation is particularly relevant to PT Bursa Efek Indonesia (“IDX”), Indonesia’s only stock exchange. IDX has historically been owned by its members, namely securities companies that are also exchange members. POJK 13/2026 allows the ownership of a stock exchange to extend beyond its members.

A Shift from Member Ownership to Shareholder Ownership

Demutualisation is the transition from a structure in which only exchange members may hold stock exchange shares to one that allows broader ownership, including by Indonesian individuals and Indonesian legal entities that are not exchange members. The legal basis was first introduced by Law No. 4 of 2023 on the Development and Strengthening of the Financial Sector (“P2SK Law”). Law No. 4 of 2026, which amends the P2SK Law, then requires OJK under Article 8 paragraph (5) to issue regulations on the expanded categories of parties that may own shares in a stock exchange. The exchange remains the market operator and a self-regulatory organisation. However, the change draws a clearer line between participating in the market as an exchange member and owning the exchange as an investment.

Who May Own Shares in a Stock Exchange?

Under POJK 13/2026, shares in a stock exchange may be held by:

1. Indonesian legal entities;
2. Indonesian individuals;
3. parties that are or are not exchange members; and
4. the Ministry of Finance, Bank Indonesia and Badan Pengelola Investasi Daya Anagata Nusantara (“Danantara”).

Membership and Ownership Are Separated

The regulation separates exchange membership from share ownership. An exchange member does not have to be a shareholder, and a shareholder does not have to be an exchange member. Individual investors may only buy shares through a public offering by the stock exchange, so individuals cannot become shareholders before the exchange goes public. In principle, all issued shares carry equal rights and obligations. A stock exchange that wishes to create share classes with different voting or economic rights must obtain prior OJK approval.

How Can Demutualisation Be Implemented?

POJK 13/2026 permits a stock exchange to implement demutualisation through:

1. the issuance of new shares; and/or
2. the sale of treasury shares previously repurchased by the stock exchange.

Either option may dilute the holdings of existing shareholders. For current member-shareholders, the process will require careful consideration of valuation, the allocation of new shares, governance rights and the way strategic investors are brought in.

Ownership Limits and OJK Approval

POJK 13/2026 aims to prevent any single party from controlling a stock exchange. The main limits are:

1. no party may directly or indirectly hold a majority of the shares in a stock exchange;
2. a shareholding of up to 5% may generally be held without prior OJK approval; and
3. an investor intending to acquire more than 5%, or an existing shareholder holding more than 5% that intends to increase its holding, must first obtain OJK approval.

Criteria for OJK Approval

Applications by the Ministry of Finance, Bank Indonesia and Danantara to hold or increase a shareholding above 5% go through a coordination process with OJK. OJK approval is more than a formality. A prospective shareholder must show that it will add real value to the development of the stock exchange and the Indonesian capital market, for example through:

1. strong capital capacity and financial resilience;
2. technological and market infrastructure capabilities;
3. domestic or international market connectivity;
4. the ability to enhance market liquidity and trading activity; and/or
5. the capacity to support capital market deepening, including through the development of new products and instruments.

The framework therefore favours investors that can make a strategic contribution to the market, rather than investors seeking a passive or purely financial stake above the 5% threshold.

Dividends May Now Be Distributed

One key commercial change is that a stock exchange may now distribute dividends to its shareholders. Previously, OJK Regulation No. 3/POJK.04/2021 prohibited stock exchanges from distributing dividends.

Reserve Requirements Before Dividends

Dividends remain subject to prudential requirements. Before distributing dividends, the stock exchange must set up and maintain an operational reserve fund and a development reserve fund, allocate funds to them every year, and submit its reserve allocation and use plan to OJK as part of its business plan and annual budget. As a result, dividend payments will depend not only on profits, but also on the exchange’s capital needs, operational resilience, development agenda and OJK’s market-development goals.

Possibility of a Public Offering

A demutualised stock exchange may conduct a public offering with OJK approval. This is significant because a public offering is the only way Indonesian individuals can become shareholders of a stock exchange.

However, POJK 13/2026 leaves several matters to be regulated later, including:

1. the detailed public offering procedure applicable to stock exchanges; and
2. the supervisory framework applicable after a stock exchange becomes a public company.

Further rules will clarify whether a listed stock exchange will follow the general regime for listed issuers or a separate framework that reflects its dual role as a commercial entity and a self-regulatory organisation.

Safeguarding the Exchange’s Regulatory Independence

Demutualisation may bring commercial interests into the ownership of a stock exchange. To manage potential conflicts of interest, POJK 13/2026 requires a clear separation between the exchange’s regulatory and supervisory functions and its business activities.

A stock exchange must appoint a dedicated director for regulatory functions, covering rules on:

1. listing and delisting;
2. trading, clearing, and settlement; and
3. exchange membership requirements.

The regulatory director is also responsible for risk management and compliance and may not also serve as the director for supervisory or business functions.

Information Barriers

The stock exchange may also be required to put in place technological and operational controls that limit the flow of information from its regulatory, licensing, supervisory and member-compliance functions to its business units. These separation and information-barrier measures must be in place no later than six months after demutualisation is completed. Unlike some overseas models that place regulatory functions in a separate subsidiary, POJK 13/2026 requires the separation within the exchange’s own management structure. How well this works in practice is likely to be a key focus of OJK supervision.

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Disclaimer

This news update is prepared for general informational purposes only. The content does not constitute legal advice, a legal opinion, or counsel from IABF Law Firm. The information contained herein may not reflect the most current developments. Any quotation, distribution, or use of this information for any purpose is solely at the user’s own risk.